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Everything you need to know about the Private Intermittent Securities and Capital Exchange System (PISCES).
But did not know where to ask.
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- PISCES is a UK regulatory framework that lets shareholders in private companies buy and sell existing shares during short, scheduled trading windows, without the company becoming public
- PISCES is a secondary market only — no new shares are issued and no capital is raised
- PISCES is restricted to institutional, professional, high net worth and sophisticated investors, plus company employees and officers; ordinary retail investors cannot take part
- PISCES is a five-year regulatory sandbox running to June 2030, not yet a permanent feature of UK markets
About PISCES
PISCES gives private company shareholders a route to liquidity that sits between a funding round and an exit.
PISCES stands for Private Intermittent Securities and Capital Exchange System. It is a UK regulatory framework, introduced in June 2025, that allows shareholders in private companies to buy and sell existing shares on an FCA-regulated platform during short, scheduled trading windows. The company remains private throughout.
Shareholders in private UK companies have historically had two routes to cash: wait for an acquisition, or wait for a listing. Neither is within the shareholder's control, and both can be many years away. Early investors, former employees and option holders can find themselves holding paper they cannot convert.
PISCES adds a third route.
A private company agrees a trading event with an FCA-approved platform operator. The company publishes a defined set of information about itself. A trading window opens, typically for a few days. Eligible investors place buy and sell orders through regulated brokers. At the end of the window the order book uncrosses, a price is set, and matched trades settle. The window closes and the company returns to being an ordinary private company until it chooses to run another event.
The defining word is intermittent. PISCES is not a continuously traded market. It is a market a company switches on, sets the terms of, and switches off again.
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Where the rules come from
PISCES was created by HM Treasury and is regulated by the FCA under a dedicated sourcebook.
Where the rules come from
PISCES was created by HM Treasury and is regulated by the FCA under a dedicated sourcebook.
PISCES was established under the Financial Services and Markets Act 2023 by the Private Intermittent Securities and Capital Exchange System Sandbox Regulations 2025 (SI 2025/583), which came into force on 5 June 2025. The FCA published its final rules in Policy Statement PS25/6 on 10 June 2025.
The FCA rules sit in a dedicated PISCES Sourcebook, added to the FCA Handbook alongside consequential amendments elsewhere. The FCA authorises each platform operator, supervises the sandbox and can give directions to operators. HM Treasury retains a power to direct the FCA to restrict an operator's activities.
Three points follow from the way the regime was built.
It is a sandbox, not a permanent regime. PISCES opened on 10 June 2025 and is scheduled to run for five years, to June 2030. At that point the FCA and HM Treasury will decide whether to make the framework permanent, amend it or allow it to lapse. Companies planning several years ahead should factor that review into their thinking.
It is deliberately lighter than public markets. The FCA has described its approach as a "private-plus" model rather than a public-markets one. Disclosure obligations are bespoke and considerably lighter than those applying to an AIM or Main Market company.
It is a framework, not a venue. PISCES is not a single marketplace. Multiple FCA-approved operators run PISCES platforms, and they differ from one another in meaningful ways.
What PISCES is not
Five things PISCES does not do, each of them a deliberate design choice rather than a gap in the rules.
PISCES is not a listing, not a way to raise capital, not open to retail investors, not a continuous market, and not subject to the UK Market Abuse Regulation.
PISCES is not a listing
A company whose shares trade on PISCES remains a private company. It is not admitted to trading on a public market and does not become a public company. Nothing about a PISCES event changes the company's status under the Companies Act.
PISCES is not a fundraising mechanism
PISCES is a secondary market for existing shares only. New shares cannot be issued on PISCES, and a company cannot buy back its own shares on PISCES. Debt instruments and derivatives cannot be traded on PISCES either.
Companies that need growth capital still need a funding round. In practice PISCES sits alongside a raise rather than replacing one — a round brings new money in, a PISCES event lets existing holders take some out.
PISCES is not open to the general public
Ordinary retail investors cannot trade on PISCES. The permitted categories are set out in chapter 6.
PISCES is not continuous trading
There is no daily price and no permanent order book. Between trading events, nothing happens. A company might run one event a year, or several.
PISCES does not carry public-market disclosure obligations
The UK Market Abuse Regulation does not apply to PISCES. There is no ongoing obligation to identify and announce inside information, and no civil market abuse regime. A bespoke disclosure regime applies instead, set out in chapter 9. This is a genuine reduction in burden for companies and a real consideration for buyers, covered in chapter 10.
Eligible companies
The regulatory test for using PISCES is straightforward; the practical test is harder.
A company is eligible for PISCES if its shares are not admitted to trading on a public market anywhere in the world. Companies incorporated outside the UK are eligible. Beyond that regulatory test, each PISCES operator sets its own admission criteria, which vary considerably between platforms.
The regulatory bar is low. Very few private companies fail it.
The practical bar is different. A company is realistically ready for a trading event when four things are true:
Enough shareholders want to sell
Enough eligible investors are likely to want to buy
The company has a valuation it can defend
The board is willing to put its financial statements in front of prospective buyers
Many eligible companies do not yet meet all four. A trading event where no meaningful order book forms is worse for a company than no event at all, because it sets a visible precedent with its own shareholders.
Platform admission criteria sit on top of the regulatory minimum and differ widely. A company too small for one venue may be a comfortable fit for another. Choosing the venue is covered in chapter 12.
Eligible investors
PISCES is restricted to defined investor categories, and ordinary retail investors are excluded.
PISCES is open to professional and institutional investors, certified high net worth individuals, certified and self-certified sophisticated investors, employees and officers of the PISCES company and its group, trustees of employee benefit trusts and share schemes, and people providing consultancy or managerial services to the company.
The categories in full:
Professional clients and institutional investors — as defined in the FCA Handbook
Certified high net worth individuals — meeting the income or net asset thresholds in the Financial Promotion Order
Certified sophisticated investors — certified by an FCA-authorised firm
Self-certified sophisticated investors — meeting one of the statutory criteria on professional experience, angel network membership, unlisted investments or directorships
Employees and officers of the PISCES company and of other companies in its group
Trustees of employee benefit trusts and employee share schemes
Consultants and managers providing services to the company or its group
The exclusion of ordinary retail investors is deliberate. It reflects the reduced disclosure requirements and the absence of a market abuse regime, both of which assume a level of investor sophistication.
Individual investors do not deal directly with a PISCES platform. Orders are placed on the investor's behalf by a regulated trading intermediary — in practice, a broker or wealth manager.
The employee category matters more than it first appears. It is what makes PISCES relevant to companies using equity to hire, and it is the reason the share option changes in chapter 11 are significant.
How a trading event works
A PISCES trading event runs in five stages, from the company setting terms through to settlement.
A PISCES trading event has five stages: the company sets the terms, publishes core disclosure information into a controlled data room, opens a trading window of a few days during which brokers submit orders, the order book uncrosses to set a price, and matched trades settle. On CREST-connected venues settlement is T+2.
Stage one — the company sets the terms
Timing, participation and any price parameters are agreed with the operator. This is covered in detail in chapter 8.
Stage two — disclosure
Before the window opens, the company publishes core disclosure information into a controlled data room, accessible to those entitled to take part in that event. PISCES disclosures do not have to be made public. Chapter 9 sets out what must be included.
Stage three — the window opens
Regulated brokers submit buy and sell orders on behalf of eligible investors. The company observes a close period: no price guidance, no steering, no commentary from the company or its advisers. Depending on the operator, the window may run as a multi-day order period or as a single-point auction.
Stage four — the book uncrosses
At the appointed time the order book uncrosses and a price is set within any parameters the company has published. Price formation is done by the order book. The company cannot choose the outcome.
Stage five — settlement
Matched trades settle. On venues connected to CREST, settlement is T+2 — the same infrastructure and timetable used for listed equities.
Afterwards the company receives a report covering volume, price and participation, and decides whether and when to run another event.
What the company controls
The PISCES Regulations give companies control over timing, participation and price parameters — control no public market offers.
Under the PISCES Regulations a company can determine when its shares may be traded, who is permitted to buy and sell, and whether a minimum price, maximum price or both apply. This is the feature that most clearly distinguishes PISCES from a public market.
Timing and frequency
The company decides when events happen and how often. Annual, twice-yearly or quarterly are all workable patterns, and platforms can accommodate more frequent events where there is demand.
Who may participate
A company can run a permissioned event, restricted to specified categories of investor or to named individuals. This lets a company keep competitors out of its data room, limit circulation of commercially sensitive information, or restrict an event to its own employees and existing shareholders.
Only the general nature of any restriction must be disclosed. The company does not have to publish a list of who is permitted or excluded.
Price parameters
A company can set a floor price, a ceiling price, or both. Within those parameters the order book forms the price.
A company that sets price parameters must disclose the basis of the valuation behind them, and whether that valuation was prepared with the agreement of another person and if so, who. Setting a floor is not a way to assert a valuation without support.
What the company does not control
The company cannot pick the clearing price, cannot guarantee that trades will match, and cannot guarantee that buyers will appear. A trading event is an invitation for a market to form, not an instruction that one will.
Disclosure requirements
PISCES has its own bespoke disclosure regime, lighter than a prospectus but carrying real legal weight.
A PISCES company must publish a prescribed set of core disclosure information before each trading event, covering its business, management, financials, capital structure, employee share schemes, material contracts, key risk factors, major shareholders, directors' dealing intentions and any price parameters.
Core disclosure information
| Disclosure | Detail required |
|---|---|
| Business overview | What the company does |
| Management overview | Who runs it |
| Financial statements | With the related audit report |
| Significant changes | Anything material since the end of the last financial period |
| Capital structure | Including information on the shares being traded |
| Employee share schemes | Details of schemes in place |
| Material contracts | A description |
| Key risk factors | Specific to the company |
| Major shareholders | The company may disclose its PSC register, so a 25% threshold; operators may set a lower one |
| Directors' dealing intentions | Intentions in advance of the event |
| Price parameters | Any floor or ceiling, the valuation basis, and whether it was agreed with another person |
| Participation restrictions | Whether limits apply to who can buy at that event |
| Future events | Any commitment to hold further trading events |
Is there a sweeper obligation?
The FCA decided not to mandate one. A sweeper would require directors to disclose any other information they consider a reasonable investor would need. Individual operators may impose a sweeper, or an "ask model" Q&A function, if they consider it appropriate for their platform. Companies should establish which model their chosen operator runs before committing to it.
What if something changes mid-event?
If a company becomes aware of a material new development, or of a material mistake in what it has already disclosed, it must tell prospective investors as soon as possible before the event ends. The operator must then consider whether to postpone or suspend the event. Investors do not get withdrawal rights.
Liability
Core disclosure information carries a negligence standard. The FCA removed financial forecasts and forward-looking business strategy from the core disclosure regime, and has not designated any information as forward-looking for the purposes of the liability provisions in the Regulations.
Directors should treat a PISCES data room with more care than an investor deck, because it carries greater legal weight.
Market abuse and information risk
UK MAR does not apply to PISCES, which reduces the burden on companies and raises a consideration for buyers.
The UK Market Abuse Regulation does not apply to PISCES, because PISCES platforms are not trading venues under UK MiFIR. There is no obligation to identify or announce inside information and no civil market abuse regime. The criminal market manipulation offences in sections 89 and 90 of the Financial Services Act 2012 do apply.
The practical consequence is information asymmetry. Some participants in a trading event may know things other participants do not. The FCA requires operators to include a prescribed PISCES Market Risk Warning in the disclosure information circulated on their platform, specifically so investors understand this.
What operators must do
- Monitor their market and detect manipulative trading
- Investigate suspected breaches and take disciplinary action
- Refuse or cancel admission where a company will not comply with platform rules
- Postpone, suspend or terminate a trading event where rules have been breached
What sensible companies do anyway
No rule requires the following, but companies that intend to run more than one event should adopt them:
- Maintain an insider list for each event
- Operate a directors' dealing policy
- Observe a close period around each trading window
- Brief the board on what may and may not be said while a window is open
Buyer confidence at a second event depends on how the first one was run.
Tax treatment
PISCES trades are exempt from stamp duty, and a PISCES event can now be an exercise event for EMI and CSOP options.
Share transfers made in connection with trading on a PISCES platform are exempt from stamp duty and stamp duty reserve tax. A PISCES trading event can be an exercise event for EMI and CSOP share options, provided the plan documents permit it. EIS and SEIS income tax relief is not available on shares bought on PISCES.
Tax treatment depends on individual circumstances and is subject to change. This chapter is general information, not tax advice.
Stamp duty and SDRT
Transfers of shares in connection with PISCES trading activity are exempt from both stamp duty and stamp duty reserve tax. The exemption was announced at Autumn Budget 2024 and delivered by regulations, following the approach already taken for AIM.
EMI and CSOP options
This is the change that matters most to employee shareholders.
Most option schemes only pay out on an exit event. HMRC has confirmed that a PISCES trading window can be an exercise event for Enterprise Management Incentive and Company Share Option Plan options — but the plan documents must say so.
New options can be drafted with PISCES exercise built in from grant
Existing options can be amended to add a PISCES trading event as an exercise trigger without losing tax-advantaged status, confirmed in a Written Ministerial Statement on 15 May 2025 with draft legislation published on 21 July 2025
Before that legislation, an amendment of this kind would have been treated as a release and re-grant of the option, and the tax advantages would have been lost. Do not amend an option scheme without specialist advice.
Two related points. There is no advance assurance mechanism for agreeing PISCES-related share valuations with HMRC. And shares acquired outside a tax-advantaged scheme can carry income tax, NIC and PAYE consequences, so advice is better taken before shares are issued to employees than after.
EIS and SEIS
Buyers receive no relief. EIS and SEIS income tax relief applies only to subscriptions for newly issued shares. Shares bought second-hand on PISCES do not qualify, however early-stage the company. There is a corresponding freedom: no cap on what a buyer can spend and no restriction on which companies they back.
Sellers should check the three-year clock. EIS and SEIS income tax relief is withdrawn if the shares are disposed of within three years of issue, and any deferred capital gain may also crystallise. An EIS or SEIS investor considering a PISCES sale needs to know exactly where they sit in that period before placing a sell order.
When should a company consider PISCES?
PISCES suits companies with locked-in shareholders and a defensible valuation; it does not suit companies that need capital.
A PISCES event is worth considering where long-standing shareholders want an exit route, where equity is used to hire, or where a company wants a market-tested valuation without raising. It is not appropriate where the need is growth capital, where a recent valuation is unsettled, or where too few likely buyers exist for an order book to form.
Consider PISCES if
Early investors, former employees or option holders have been locked in for years with no exit route
You use equity to hire and candidates discount it because they cannot see how it converts to cash
You want a defensible, market-tested valuation without running a funding round
You are contemplating a listing eventually and want pricing history, governance discipline and investor relationships first
Your cap table has drifted and you want a controlled way for some holders to exit
PISCES is probably not right yet if
Your immediate need is growth capital, since PISCES cannot issue shares
Your last round was very recent and the valuation is unsettled
Your accounts are not in a state you would want prospective buyers reading
You have too few likely buyers for a meaningful order book to form
"Not yet" is a legitimate outcome of a first conversation, and a common one.
Types of costs
Below is a summary of the cost categories a company should expect when running a PISCES trading event.
Costs vary by operator, company size and complexity, and should be confirmed with each provider before committing. The categories are:
- Operator admission fee — charged by the PISCES platform for admitting the company's shares
- Operator event fee — charged per trading event
- Adviser fees — structuring, documentation, compliance and event management
- Legal fees — constitutional documents, share rights, option scheme amendments where required
- Accountancy and audit — where financial statements need bringing up to date for disclosure
- Valuation — where price parameters are to be set and supported
- Broker commission — borne by the investor on execution
- Settlement and custody — where applicable to the venue
Not every company incurs every category. A company with current audited accounts and a clean cap table will spend materially less than one that needs both put right first.
We are more than just a SEIS or EIS consultancy service.
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Frequently Asked Questions
What is an EIS fund, and how does it differ from a GP/LP fund?
An EIS fund is a managed portfolio of individual company investments, with each investor directly owning shares in the underlying companies. A GP/LP fund pools commitments through a partnership and is generally more complex, making it more suitable for larger or institutional strategies.
Do I need FCA authorisation to launch an EIS fund?
If you will manage investments for other people in the UK, you must be FCA-authorised or operate under an authorised manager. You can seek your own authorisation, launch under an established firm, or become an appointed representative. The right route depends on your resources, timescale and appetite for regulatory responsibility.
Which route is right for a first-time fund manager?
There is no single answer. Your decision should reflect how quickly you need to launch, the capital you can commit to setup, and how much regulatory responsibility you are prepared to carry. Many first-time managers begin under an authorised firm, then seek their own authorisation once they have built a track record.
What needs to be in place before launch, and how long will it take?
You will need core documents such as an Information Memorandum, Key Information Document and application form, alongside an agreed structure and compliance processes. Launching under an authorised manager can take weeks to a few months, while securing your own authorisation usually takes considerably longer.
What responsibilities continue after the EIS fund launches?
The work continues well beyond raising capital. Investments must qualify under the EIS rules, with HMRC advance assurance often sought, while the manager oversees compliance, investor onboarding, reporting, valuations, tax certificates and financial promotions throughout the life of the fund.